EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

AMENDMENT TO THE WARRANT CONFIRMATION 
  

			
	Date:	  	November 24, 2015
	From:	  	Deutsche Bank




		
		  	 Deutsche Bank AG, London Branch (“Dealer”)

Winchester house 1
 Great Winchester St,

London EC2N 2DB
 Telephone: 44 20 7545 8000

 
 c/o Deutsche Bank Securities Inc.

60 Wall Street
 New York, NY 10005

Telephone: 212-250-2500

		
	To:	  	 Wright Medical Group, Inc. (“Company”)

5677 Airline Road,
 Arlington, TN 38002

Attention: James A. Lightman | Sr. Vice President, General Counsel and Secretary

Telephone No.: (901) 867-4743
 Facsimile No.: (901) 867-4398

 
 And

		
		  	 Wright Medical Group N.V.
 Prins Bernhardplein
200
 1097 JB Amsterdam, The Netherlands
 Attention: James A.
Lightman | Sr. Vice President, General Counsel and Secretary
 Telephone No.: (901) 867-4743

Facsimile No.: (901) 867-4398
 Email:
jim.lightman@wmt.com

		
	Subject:	  	Amendment to the Additional Warrant Confirmation dated February 10, 2015

  

			
	 Chairman of the Supervisory Board: Dr. Paul Achleitner. Management Board: John Cryan (Co-Chairman), Jürgen Fitschen (Co-Chairman),
Stuart Lewis, Sylvie Matherat, Henry Ritchotte, Karl von Rohr, Marcus Schenck, Christian Sewing.
  

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank and the BaFin, Germany’s Federal Financial Supervisory
Authority) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, and is subject to limited regulation in the United Kingdom by the Financial Conduct Authority and
the Prudential Regulation Authority.
	  	Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany, Local Court of Frankfurt am Main, HRB No. 30 000; Branch Registration in England and Wales BR000005 and Registered
Address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG, London Branch is a member of the London Stock Exchange. (Details about the extent of our authorisation and regulation by the Prudential Regulation Authority,
and regulation by the Financial Conduct Authority, are available on request or from www.db.com/en/content/eu_disclosures.htm)


  
 1 








 The purpose of this Amendment to the Confirmation (this “Amendment”) is to amend
certain terms and conditions of the Transaction (as defined below). Reference is made to the letter agreement dated as of February 10, 2015 (the “Confirmation”, which is attached hereto as Exhibit A) that confirms the terms and
conditions of the Warrants issued by the Company to the Dealer as of the Trade Date, as amended hereby (the “Transaction”). Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the
Confirmation; provided that if such meaning is amended thereby, such amended meaning shall apply. 
 On October 1, 2015, Company
and Wright Medical Group N.V. (which was previously known as Tornier N.V., the “Parent”) completed the Tornier Merger Transaction. 

DEUTSCHE BANK AG, LONDON BRANCH IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DEUTSCHE BANK SECURITIES INC.
(“DBSI”) HAS ACTED SOLELY AS AGENT IN CONNECTION WITH THE TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER PARTY UNDER THE TRANSACTION. AS SUCH, ALL
DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND RELATING TO THIS TRANSACTION BETWEEN DEUTSCHE BANK AG, LONDON BRANCH, AND COUNTERPARTY SHALL BE TRANSMITTED EXCLUSIVELY THROUGH DEUTSCHE BANK SECURITIES INC. DEUTSCHE BANK
AG, LONDON BRANCH IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC). 
 In consideration of the premises and the
agreements, provisions and covenants contained in this Amendment, Company, Dealer and Parent hereby agree as follows: 
  

	1.	Assignment and Assumption. 

  

	 	(a)	For an agreed consideration, the Company hereby assigns to the Parent, and the Parent hereby irrevocably assumes from the Company, as of the date hereof, all the obligations of Company under the Confirmation and all the
obligations of the “Issuer” (with the meaning of such term amended in accordance with Section 2(a) below) under the Confirmation, provided that the representations and warranties of the Company in Section 8 of the Confirmation
shall be replaced by the representations and warranties of the Parent in Section 3 of this Amendment. From and after the date hereof, Parent shall assume and succeed to the obligation of the Company to make due and punctual payment and delivery
of all payment and delivery obligations under the Confirmation and the performance and observation of every covenant or other obligation on the part of the Company and/or the Issuer to be performed or observed by it. 


 

	 	(b)	 On or prior to the Currency Business Day immediately following the date hereof, the Dealer shall transfer to the Parent a cash amount in Euros (the
“Par Value Payment”) equal to the product of (i) a number of Shares equal to the Number of Warrants multiplied by the Warrant Entitlement, subject to any adjustments made to such numbers by the Calculation Agent on or prior to
the date of such payment, 



  
 2 









	 	
and (ii) the par value per Share as of such date. Such Par Value Payment shall constitute an advance payment for purposes of paying up the Shares issuable upon exercise of the
Warrants. Upon receipt, Parent shall reserve the Par Value Payment and apply the Par Value Payment against the obligation to pay-up the Shares upon exercise of the Warrants. To the extent that the Par Value Payment exceeds the aggregate nominal
value of the Shares issued upon exercise of the Warrants, then such excess shall be regarded as share premium. 

  

	2.	Adjustments to General Terms. 

 The definition of “Shares” in the
Confirmation is replaced in its entirety with the following new definition: 
 “The ordinary shares, par value 0.03 Euros per share, of
Wright Medical Group N.V. (Exchange symbol “WMGI”). As a result, for the avoidance of doubt, references to “Issuer” and to “Company” throughout this Confirmation refer to Wright Medical Group N.V.” 

 

	3.	Representations and Warranties. 

 Parent hereby represents and warrants to Dealer
on the date hereof, and in the case of the representations in Section 3(a) below, at all times until termination of the Transaction that: 
  

	 	(a)	Parent has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction as amended by this Amendment; such execution, delivery and performance have been duly
authorized by all necessary corporate action on Parent’s part; and this Amendment has been duly and validly executed and delivered by Parent and constitutes its valid and binding obligation, enforceable against Parent in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by
federal or state securities laws or public policy relating thereto. 

  

	 	(b)	Neither the execution and delivery of this Amendment nor the incurrence or performance of obligations of Parent hereunder will conflict with or result in a breach of the articles of association of Parent, or any
applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Parent or any of its subsidiaries is a party or by which Parent or any of its
subsidiaries is bound or to which Parent or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. 


  
 3 









	 	(c)	No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Parent of this Amendment, except
such as have been obtained or made and such as may be required under the Securities Act or state securities laws or under the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht). 


 

	 	(d)	The issuance of the number of Shares equal to the Maximum Number of Shares has been duly authorized and, upon payment in full of the Par Value Payment and otherwise as contemplated by the terms of the Warrants,
including Section 5 of the Amendment, following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid, and the issuance of the Warrant Shares will not be subject to any
preemptive or similar rights and the Warrant Shares shall upon issuance be accepted for listing or quotation on the Exchange. 

  

	 	(e)	Parent is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as
amended. 

  

	 	(f)	Parent is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under
Section 1a(18) (C) of the Commodity Exchange Act). 

  

	 	(g)	Parent and each of its affiliates are not, on the date hereof, in possession of any material non-public information with respect to Parent or the Shares. 


 

	 	(h)	No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including
without limitation a requirement to obtain prior approval from any person or entity), except for the reporting requirements of the Exchange Act and rules promulgated thereunder, or, at and after the Tornier Merger Transaction, the reporting or
registration requirements of the Dutch Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969), in each case, as a result of Dealer or its affiliates owning or holding (however defined) Shares. 


 

	 	(i)	Parent (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise
independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least $50 million. 


 

	 	(j)	It is a party which is able to adhere to the Attachment to the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on March 8, 2013 (the “NFC Representation Protocol”) as if it were a
party making the NFC Representation (as such term is defined in the NFC Representation Protocol. 


  
 4 









	4.	Other Provisions.  

  

	 	(a)	Repurchase Notices. The first sentence of Section 9(b) of the Confirmation is replaced with the following sentence: 


“Issuer shall, on any day on which Issuer effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a
“Repurchase Notice”) on such day if following such repurchase, the number of outstanding Shares on such day, subject to any adjustments provided herein, is (i) less than 97,854,977 (in the case of the first such notice) or
(ii) thereafter more than 4,332,691 less than the number of Shares included in the immediately preceding Repurchase Notice.”. 
  

	 	(b)	Additional Termination Events. Section 9(h)(ii) of the Confirmation is hereby amended by inserting the following clause (J) at the end thereof: 


“(J) On any day during the period from and including the date hereof, to and including the final Expiration Date, (I) the Notional
Unwind Shares (as defined below) as of such day exceeds a number of Shares equal to 90.0% of the Par Value Delivery Number, or (II) Company makes a public announcement of any transaction or event that, in the reasonable opinion of Dealer would, upon
consummation of such transaction or upon the occurrence of such event, as applicable, and after giving effect to any applicable adjustments hereunder, cause the Notional Unwind Shares immediately following the consummation of such transaction or the
occurrence of such event to exceed a number of Shares equal to 90.0% of the Par Value Delivery Number. The “Notional Unwind Shares” as of any day is a number of Shares equal to (1) the amount that would be payable pursuant to
Section 6 of the Agreement (determined as of such day as if an Early Termination Date had been designated in respect of the Transaction and as if the Company were the sole Affected Party and the Transaction were the sole Affected Transaction),
divided by (2) the Settlement Price (determined as if such day were a Valuation Date). “Par Value Delivery Number” means a number of Shares equal to (i) the Par Value Payment divided by (ii) the par value per
Share.” 
  

	 	(c)	Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. Section 9(j)(i)(b) of the Confirmation is replaced in its entirety with the following new
Section 9(j)(i)(b): 

 “(b) Issuer represents to Dealer that each of Issuer and its affiliates is not, as of the date
of such election, in possession of any material non-public information with respect to Issuer or the Shares and”. 
  

	 	(d)	Status of Claims in Bankruptcy. Section 9(r) of the Confirmation is replaced in its entirety with the following new Section 9(r): 


  
 5 








 “Status of Claims in Bankruptcy. Dealer acknowledges and agrees that this
Confirmation is not intended to convey to Dealer rights against Issuer with respect to the Transaction that are senior to the claims of shareholders of Issuer in any bankruptcy proceedings of Issuer; provided that nothing herein shall limit or shall
be deemed to limit Dealer’s right to pursue remedies in the event of a breach by Issuer of its obligations and agreements with respect to the Transaction other than during any such bankruptcy proceedings; provided further that nothing herein
shall limit or shall be deemed to limit Dealer’s rights in respect of any transactions other than the Transaction.”. 
  

	 	(e)	Non-Occurrence of Tornier Merger Transaction. Sections 9(aa) and 9(bb) of the Confirmation are hereby deleted in their entirety and replaced with “[Reserved]”. 


 

	 	(f)	Maximum Share Delivery. Section 9(p)(ii) of the Confirmation is replaced in its entirety with the following new Section 9(p)(ii): 


In the event Issuer shall not have issued to Dealer the full number of Shares or Restricted Shares otherwise to be issued by Issuer to Dealer
pursuant to the terms of the Transaction because Issuer has insufficient authorized capital to issue the full number of Shares or Restricted Shares (such deficit, the “Deficit Shares”), Issuer shall be continually obligated to
transfer, from time to time, Shares or Restricted Shares, as the case may be, to Dealer until the full number of Deficit Shares have been transferred pursuant to this Section 9(p)(ii), when, and to the extent that Shares are repurchased,
acquired or otherwise received by Company or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), provided that in no event shall Issuer transfer any Shares or Restricted
Shares to Dealer pursuant to this Section 9(p)(ii) to the extent that such transfer would cause the aggregate number of Shares and Restricted Shares transferred to Dealer to exceed the Maximum Number of Shares. Issuer shall immediately notify
Dealer of the occurrence of any of the foregoing events (including the number of Shares that are repurchased, acquired or otherwise received by Company or any of its subsidiaries after the Trade Date and the corresponding number of Shares or
Restricted Shares, as the case may be, to be transferred) and promptly transfer such Shares or Restricted Shares, as the case may be, thereafter. 
  

	 	(g)	Relevant Excess Amount Notice Obligation. Section 9(cc) of the Confirmation is replaced in its entirety with the following new Section 9(cc): 


“(cc) Promptly following the public announcement by Issuer of any proposal, transaction or event that if approved or consummated would
result in a change to the par value of the Shares or require any additional payment by Dealer in respect of the par value of the Warrant Shares, Issuer shall notify Dealer of such public announcement; provided, however, that Issuer’s failure to
notify Dealer of such public announcement shall not constitute an Event of Default or Termination Event to the extent Issuer pays to Dealer an amount in EUR equal to the Relevant Excess Amount, if any, corresponding to such amendment.” 

  
 6 









	5.	Share Issue. Dealer acknowledges that to the extent (but solely to the extent) the issue of a Share hereunder would result in (i) the amount in EUR equal to the product of (x) the aggregate
number of Shares issued to Dealer pursuant hereto and (y) the par value per Share to exceed (ii) the aggregate amount in EUR paid to Parent in connection with the Transaction (whether pursuant to the Par Value Payment or otherwise paid to
Parent for purposes of paying up the aggregate par value of the Shares issuable upon exercise of the Warrants, and whether on the date of issue or delivery of such Share or at such prior time as Dealer may elect), Parent will not be required to
issue such Share unless and until Dealer pays such amounts to the Parent as a payment (volstorting) on such Share as required to eliminate such excess or otherwise takes such steps (if any) as required under Dutch law to give effect to such
issue. If any issue and/or delivery owed to Dealer under the Transaction is not made, in whole or in part, as a result of this provision, Parent’s obligation to make such issue and/or delivery shall not be extinguished and Parent shall make
such issue and delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer (whether on or after the original date of issue and delivery of the relevant Share) pays such amounts to the Parent as a payment
(volstorting) on such Share as required under this provision to give effect to such issue or otherwise takes such steps (if any) as required under Dutch law to give effect to such issue. 


 

	6.	Scope of the Amendment. This Amendment amends solely the terms and provisions of the Transaction and the Confirmation set forth herein and nothing in this Amendment is intended or shall be construed as
amending or waiving any other terms or provisions of the Transaction, the Confirmation or any other rights of the Company or Dealer under the Transaction or the Confirmation. Company, Parent and Dealer acknowledge that each of the Transaction and
the Confirmation (each as amended by this Amendment) are in full force and effect and is hereby confirmed and ratified in all respects. References in the Confirmation to the Transaction or the Confirmation shall mean the Transaction or the
Confirmation as amended by this Amendment. 

  

	7.	2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol. 

  

	 	(a)	The parties agree that the terms of the 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol published by ISDA on July 19, 2013 (“Protocol”) apply to the Agreement as if the parties
had adhered to the Protocol without amendment. In respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter” shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to be to
this Section i (and references to “such party’s Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to “adheres to the Protocol” shall be deemed to be “enters into this
Agreement”, (iii) references to “Protocol Covered Agreement” shall be deemed to be references to this Agreement (and each “Protocol Covered Agreement” shall be read accordingly), and (iv) references to “Implementation
Date” shall be deemed to be references to the date of this Agreement. For the purposes of this Section i: 

  

	 	(i)	Dealer is a Portfolio Data Sending Entity and Company is a Portfolio Data Receiving Entity; 

  

	 	(ii)	Dealer and Company may use a Third Party Service Provider, and each of Dealer and Company consents to such use including the communication of the relevant data in relation to Dealer and Company to such Third Party
Service Provider for the purposes of the reconciliation services provided by such entity. 

  

	 	(iii)	The Local Business Days for such purposes in relation to Dealer are New York, London, Frankfurt, Tokyo and Singapore and in relation to Company are New York; 


 

	 	(iv)	The provisions in this paragraph shall survive the termination of this Transaction. 

  

	 	(v)	The following are the applicable email addresses. 

 Portfolio Data: 

Dealer: collateral.disputes@db.com 

Company: jim.lightman@wmt.com 

Notice of discrepancy: 

Dealer: collateral.disputes@db.com 

Company: jim.lightman@wmt.com 

Dispute Notice: 

Dealer: collateral.disputes@db.com 

Company: jim.lightman@wmt.com 
  

	 	(b)	NFC Representation Protocol. 

  

	 	(i)	The parties agree that the provisions set out in the Attachment to the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on March 8, 2013 (the “NFC Representation Protocol”) shall apply to the
Agreement as if each party were an Adhering Party under the terms of the NFC Representation Protocol. In respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter” shall be deemed to be deleted and references to
“Adherence Letter” shall be deemed to be to this Section 2 (and references to “the relevant Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to “adheres to the Protocol”
shall be deemed to be “enters into this Agreement”, (iii) references to “Covered Master Agreement” shall be deemed to be references to this Agreement (and each “Covered Master Agreement” shall be read accordingly), and
(iv) references to “Implementation Date” shall be deemed to be references to the date of this Agreement. 

  

	 	(ii)	Company confirms that it enters into this Agreement as a party making the NFC Representation (as such term is defined in the NFC Representation Protocol). Company shall promptly notify Dealer of any change to its status
as a party making the NFC Representation. 

  

	 	(iii)	Transaction Reporting - Consent for Disclosure of Information. Notwithstanding anything to the contrary herein or in the Agreement or any non-disclosure, confidentiality or other agreements entered into between
the parties from time to time, each party hereby consents to the Disclosure of information (the “Reporting Consent”): 

  

	 	(A)	to the extent required by, or necessary in order to comply with, any applicable law, rule or regulation which mandates Disclosure of transaction and similar information or to the extent required by, or necessary in
order to comply with, any order, request or directive regarding Disclosure of transaction and similar information issued by any relevant authority or body or agency (“Reporting Requirements”); or 


 

	 	(B)	to and between the other party’s head office, branches or affiliates; to any person, agent, third party or entity who provides services to such other party or its head office, branches or affiliates; to a Market;
or to any trade data repository or any systems or services operated by any trade repository or Market, in each case, in connection with such Reporting Requirements. 


“Disclosure” means disclosure, reporting, retention, or any action similar or analogous to any of the aforementioned. 

“Market” means any exchange, regulated market, clearing house, central clearing counterparty or multilateral trading facility. 

Disclosures made pursuant to this Reporting Consent may include, without limitation, Disclosure of information relating to disputes over
transactions between the parties, a party’s identity, and certain transaction and pricing data and may result in such information becoming available to the public or recipients in a jurisdiction which may have a different level of protection
for personal data from that of the relevant party’s home jurisdiction. 
 This Reporting Consent shall be deemed to constitute an
agreement between the parties with respect to Disclosure in general and shall survive the termination of this Confirmation. No amendment to or termination of this Reporting Consent shall be effective unless such amendment or termination is made in
writing between the parties and specifically refers to this Reporting Consent. 
  

	8.	Governing Law. This Amendment will be governed by and construed in accordance with laws of the State of New York (without reference to choice of law doctrine). 


 

	9.	Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the
Transaction, as amended by this Amendment. Each party (i) certifies that no representative, agent or attorney of any party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or
proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties have been induced to enter into the Transaction, as amended by this Amendment, as applicable, by, among other things, the mutual waivers and
certifications provided herein. 

  

	10.	Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. 


[Remainder of page left blank intentionally] 

  
 7 








 EXECUTION VERSION 

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Amendment and returning it to 44 113 336 2009. 

We are very pleased to have executed the Transaction with you and we look forward to completing other transactions with you in the near future. 

 

			
	Very truly yours,
	
	DEUTSCHE BANK AG, LONDON BRANCH
		
	By:	 	 /s/ Lars Kestner

	Name:	 	Lars Kestner
	Title:	 	Attorney in Fact
		
	By:	 	 /s/ Michael Sanderson

	Name:	 	Michael Sanderson
	Title:	 	Attorney in Fact
	
	 DEUTSCHE BANK SECURITIES INC.,

acting solely as Agent in connection with the Transaction

		
	By:	 	 /s/ Lars Kestner

	Name:	 	Lars Kestner
	Title:	 	Managing Director
		
	By:	 	 /s/ Michael Sanderson

	Name:	 	Michael Sanderson
	Title:	 	Managing Director


  

			
	 Chairman of the Supervisory Board: Dr. Paul Achleitner.

Management Board: John Cryan (Co-Chairman), Jürgen Fitschen (Co-Chairman), Stuart Lewis, Sylvie Matherat, Henry Ritchotte, Karl von Rohr, Marcus Schenck,
Christian Sewing.
  
 Deutsche Bank AG is authorised under German Banking Law (competent
authority: European Central Bank and the BaFin, Germany’s Federal Financial Supervisory Authority) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, and
is subject to limited regulation in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority.
	  	Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany, Local Court of Frankfurt am Main, HRB No. 30 000; Branch Registration in England and Wales BR000005 and Registered
Address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG, London Branch is a member of the London Stock Exchange. (Details about the extent of our authorisation and regulation by the Prudential Regulation Authority,
and regulation by the Financial Conduct Authority, are available on request or from www.db.com/en/content/eu_disclosures.htm)


  
 8 









			
	Accepted and confirmed
	as of the date first written above:
	
	WRIGHT MEDICAL GROUP, INC.
		
	By:	 	 /s/ Lance A. Berry

	Name:	 	Lance A. Berry
	Title:	 	Senior Vice President and Chief
		 	Financial Officer
	
	WRIGHT MEDICAL GROUP N.V.
		
	By:	 	 /s/ David H. Mowry

	Name:	 	David H. Mowry
	Title:	 	 Executive Vice President and Chief
 Operating
Officer



  
 9 








 Exhibit A 

Confirmation 

  
 10